These
are actions for breach of contract, fraudulent concealment,
negligent misrepresentation, tortious interference with a
contract, unjust enrichment, and breach of the covenant of
good faith and fair dealing in connection with representation
agreements for service contracts for motor vehicles. This
court has jurisdiction based on diversity of citizenship
under 28 U.S.C. § 1332. The actions were
removed from state court and have been consolidated for
pretrial management and discovery. SeeFiling
No. 16.

I.
BACKGROUND

In
their detailed sixteen-page complaints, the plaintiffs allege
they are independent sales agents who offer motor vehicle
service contracts (“VSCs”), and GAP contracts to
new and used motor vehicle dealers for resale to the
dealers’ customers.[2]VSCs provide protection against
mechanical breakdown and pay the cost of covered repairs, and
GAP contracts provide protection in the event a vehicle is
totaled or stolen, and the actual cash value of the vehicle
is less than the outstanding balance on the lease or
financing agreement. SeeFiling No. 1-1,
Notice of Removal, Ex. 1, Complaint at 3. Defendant Universal
Warranty Corp., a wholly owned subsidiary of defendant Ally
Insurance Holdings, Inc. (hereinafter, collectively,
“defendant” or “UWC”) issues,
administers and markets such service contracts.[3]Id.

The
plaintiffs allege that during the relevant period, they
offered VSCs and GAP contracts, branded
“VehicleOne” contracts, to motor vehicle dealers
on behalf of defendant UWC. Id. at 3. The plaintiffs
sold these VSCs pursuant to agreements with UWC known as the
“VehicleOne Program Representative Agreement” and
the "VehicleOne Primary GAP Representative
Agreement" (hereinafter, collectively, "Rep
Agreements"). Id., Ex. A.[4] Under the Rep
Agreements, the plaintiffs were required-at their own
expense-to solicit motor vehicle dealers to carry VehicleOne
VSCs and to train dealers how to sell them to consumers.
Id.

The
plaintiffs allege they were independent agents, not
employees. Id. at 4. They state they had
relationships with most of the dealers before they began
selling the defendants' contracts. Id. They
allege that their primary value to UWC was their ability to
convince their existing dealer networks to carry UWC products
in place of whatever products the dealer carried previously.
Id.

Plaintiffs
were compensated for their efforts on a pure commission basis
in the form of a representative fee for each contract sold by
the dealer to a consumer. Id. They allege they were
paid only if they successfully solicited the dealer to sell
VehicleOne VSCs or GAP contracts and the dealer successfully
sold and continued to sell these contracts. Id. The
plaintiffs further allege defendants did not reimburse them
for their expenses or compensate them for the business risk
they took. Id. Paragraph 7(b) of the VehicleOne
Program Representative Agreement and ¶ 8(b) of the
VehicleOne Primary Gap Agreement provide that the
representative fee will be paid only in respect to those
service contracts or debt waiver forms for which UWC has
received the Dealer Cost, provided that the representative
"is currently servicing such Dealer account on behalf of
[the defendant]." See Filing No. 19, Index of
Evid., Declaration of Donald Buckner, Ex. A, VehicleOne
Program Representative Agreement at 2, VehicleOne Primary Gap
Representative Agreement at 2.

The
plaintiffs allege that they had a reasonable expectation of
payment both in the near and long term. Id. at 5.
They also allege that defendants assured them that they would
continue to pay the plaintiffs commissions for VSCs and GAP
sold through the independent agents’ customers in the
event that it terminated the VehicleOne Program Agreement.
Id. They identify specific statements to that effect
by UWC's Senior Vice President of Sales in April 2013.
Id. at 7.

They
also allege that at the same time the plaintiffs were
soliciting dealerships to carry UWC’s products,
UWC’s corporate parent, Ally Insurance Holdings, Inc.
("Ally") was utilizing a direct sales force to
solicit dealerships to carry similar products known as the GM
Protection Plan. Id. at 5. Thereafter, GM decided to
offer, and in fact began offering, its own VSCs to GM
dealers, bringing them into direct competition with Ally.
Id. at 6. GM then decided, effective November 2016,
not to renew AIly's right to use GM’s name and
trademark in marketing VSCs. Id.

Plaintiffs
allege Ally then developed a plan to gain control of the
business and business relationships then being overseen by
defendant UWC’s independent agents. Id.
Plaintiffs contend that Ally asked UWC to approach agents
that were responsible for the highest volume of UWC business
and convince them to execute a “Core Representative
Addendum to VehicleOne Program Representative
Agreement” (“Core Addendum”). Id.;
see e.g., id., Ex. B, Core Addendum. The Core
Addendum is an amendment and supplement to the Rep
Agreements. Id. at 1. The plaintiffs, other than
ACI, each executed the Core Addendum on various dates in
March and April 2013. Id. at 3; see also
MSE, No. 8:15-cv-400, Filing No. 1-1,
Complaint, Ex. C, Core Addendum at 3; Hanlon, No.
15-cv-401, Filing No. 1-1, Complaint, Ex. C, Core
Addendum at 3; ADS, No. 8:15-cv-00402, Filing
No. 1-1, Complaint, Ex. C at 3. Plaintiff ACI did not
sign the Core Addendum. ACI, No. 8:15-cv-398,
Filing No. 1-1, Complaint at 7.

The
Core Addendum imposed restrictions on the independence of
independent agents, including prohibiting the
“Core” agents from “offer[ing] any [vehicle
service contract] or GAP programs other than
VehicleOne]” without the consent of the Ally account
executives on accounts where Ally or UWC provided the dealers
leads or assigned agents to specific contracts. Id.
at 7. The plaintiffs also assert that UWC established minimum
annual revenue thresholds that were so aggressive that they
only could be met if agents marketed UWC products
exclusively. Id.

The
version of the Core Addendum attached to the Hanlon
and MSE complaints states: "[i]n the event of
termination under this section 3(b), [5] Representative shall not be
entitled to any Representative Fees on VehicleOne sales made
by Assigned Dealers after the effective date of termination
of this Core Addendum." See MSE, No.
8:15-cv-400, Filing No. 1-1, Complaint, Ex. C, Core Addendum
(dated April 4, 2013) at 3; Hanlon, No. 15-cv-401,
Filing No. 1-1, Complaint, Ex. C, Core Addendum (undated) at
3. That language is not included in the Core Addendum
attached to the ADS and Superior
complaints. ADS, No. 15-cv-402, Filing No. 1-1, Complaint,
Ex. C, Core Addendum (dated April 23, 2013) at 3;
Superior, No. 15-cv-396, Filing No. 1-1, Complaint,
Ex. B., Core Addendum (dated April 22, 2016) at 3.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further,
the plaintiffs allege in their complaints that defendants
induced the agents to sign the Core Addendum by promising an
annual bonus, a profit-sharing arrangement, greater access to
Ally&#39;s resources and financial structures, and a strong
foundation for a long-term relationship with the Ally family
of companies. Id. at 8. They allege UWC urged the
independent agents to work closely with Ally’s direct
sales team and to introduce direct sales team members to
...

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